Legal Add On Stipulation Form

LEGAL ADD ON STIPULATION FORM

This Legal Add On Stipulation Form (the "Stipulation") is entered into as of Effective Date: by and between Party A Name: with principal address: and Party B Name: with principal address: .

RECITALS

WHEREAS, the parties entered into a primary agreement entitled Original Agreement Title: dated Original Agreement Date: (the "Original Agreement");

WHEREAS, the parties desire to add, modify, and clarify certain terms of the Original Agreement by stipulating to the Add On Terms described in this Stipulation in order to avoid dispute and to effectuate the parties' mutual obligations;

WHEREAS, the parties represent and warrant that each has full authority to enter into this Stipulation and that execution of this Stipulation does not violate any other agreement to which a party is bound.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

Unless otherwise defined in this Stipulation, capitalized terms used herein shall have the meanings assigned to them in the Original Agreement. For purposes of this Stipulation, the following definitions shall apply: "Add On Terms" means the modifications, additions and clarifications set forth in Section 2 below.

2. ADD ON TERMS

The parties stipulate and agree to add the following terms to the Original Agreement. The parties intend these terms to amend the Original Agreement as set forth herein and shall control in the event of any inconsistency.

3. MODIFICATION TO ORIGINAL AGREEMENT

Effective as of the Effective Date specified above, the Original Agreement is hereby amended only to the extent expressly set forth in this Stipulation. All other provisions of the Original Agreement shall remain in full force and effect, except as expressly modified by this Stipulation. Any conflict between the terms of this Stipulation and the Original Agreement shall be resolved in favor of this Stipulation.

4. TERM AND TERMINATION

The Add On Terms shall commence on the Effective Date and shall continue for the period set forth in Term Duration: unless earlier terminated in accordance with the termination provisions of the Original Agreement or as provided in this Section. Either party may terminate this Stipulation for material breach by the other party upon written notice and failure to cure within Cure Period (days): days.

5. CONSIDERATION

In consideration for the Add On Terms, the parties agree that the following compensation and payment terms shall apply. Any payment not timely made shall accrue interest at the lesser of the maximum rate permitted by law or Interest Rate (%): percent per annum.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that (a) it is duly organized and validly existing under the laws of its jurisdiction of organization; (b) it has full power and authority to execute, deliver and perform its obligations under this Stipulation; and (c) the execution and performance of this Stipulation will not violate any material agreement, law, or court order to which it is subject.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Stipulation or its negligent or willful acts or omissions in connection with the Add On Terms.

8. CONFIDENTIALITY

Except as otherwise provided in the Original Agreement, each party agrees to keep confidential and not disclose to any third party the terms of this Stipulation and any non-public information received from the other party in connection with the Add On Terms, except as required by law or as necessary to enforce rights under this Stipulation.

9. NOTICES

All notices, demands, requests or other communications required or permitted under this Stipulation shall be in writing and delivered to the parties at the addresses set forth below or at such other address as a party may designate by notice in accordance with this Section. Notice shall be effective upon personal delivery, three (3) days after deposit in the U.S. mail (first-class, postage prepaid), or one (1) day after deposit with a nationally recognized overnight courier.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Stipulation shall be effective unless it is in writing and signed by the parties. No failure or delay by a party in exercising any right under this Stipulation shall constitute a waiver of that right unless set forth in a written waiver signed by the party waiving the right.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Stipulation may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic image or other electronic means shall be deemed original signatures for all purposes.

12. GOVERNING LAW; VENUE

This Stipulation shall be governed by and construed in accordance with the laws of the Governing Jurisdiction: without regard to conflict of law principles. Any dispute arising out of or related to this Stipulation shall be subject to the exclusive jurisdiction of the courts located in the governing jurisdiction specified above.

13. ENTIRE AGREEMENT

This Stipulation, together with the Original Agreement as modified hereby, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to such subject matter.

14. SEVERABILITY

If any provision of this Stipulation is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Stipulation shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable while preserving the parties' intent.

15. MISCELLANEOUS

Except as expressly provided in this Stipulation, nothing herein shall be construed as creating any right in any person or entity not a party hereto. The headings in this Stipulation are for convenience only and shall not affect the construction of its provisions.

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